FIRST AMENDMENT TO SERIES A CONVERTIBLE
PREFERRED STOCK PURCHASE AGREEMENT
The First Amendment to Series A Convertible Preferred Stock
Purchase Agreement (this "Amendment") dated this day of
September, 1996, effective as of May 31, 1996, is by and between
Good Times Restaurants Inc. (the "Company") and The Xxxxxx Company
("Purchaser").
RECITALS
A. The Company and Purchaser entered into that certain
Series A Convertible Preferred Stock Purchase Agreement dated May
31, 1996 (the "Agreement"), by which Purchaser agreed to purchase
1,000,000 shares of the Company's Series A Convertible Preferred
Stock (the "Preferred Shares"), and the Company agreed to issue the
Preferred Shares to Purchaser, on the terms and conditions
contained in the Agreement.
B. The Company and Purchaser desire to modify and amend
certain terms of the Agreement and certain Exhibits thereto.
AMENDMENT
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
Company and Purchaser agree that the Agreement, and certain
Exhibits thereto, are hereby amended as follows:
1. Capitalized terms used herein, and not otherwise defined,
shall have the meanings ascribed to such terms in the Agreement.
References to Sections and paragraphs shall refer to Sections and
paragraphs of the Agreement, unless the context requires otherwise.
2. The first sentence of Section 2.04, Authorized Capital
Stock, is hereby deleted in its entirety and replaced with the
following language: "If the shareholders of the Company approve the
transactions contemplated hereby, as of the First Installment Date
the authorized capital stock of the Company shall consist of (i)
5,000,000 shares of preferred stock, $.01 par value per share, of
which 1,000,000 shares shall be designated as Series A Convertible
Preferred Stock, and (ii) 50,000,000 shares of Common Stock.
3. The first sentence of Article IV, paragraph (a)(iv) is
hereby deleted in its entirety and replaced with the following
language: "The authorized capital stock of the Company consists of
(i) 5,000,000 shares of preferred stock, of which only 1,000,000
shares are designated as Series A Convertible Preferred Stock, and
(ii) 50,000,000 shares of Common Stock."
4. The second sentence of Article IV, paragraph (i) is
hereby deleted in its entirety and replaced with the following
language:
The Articles shall have been duly amended, if
necessary, to provide that all directors of
the Company shall be indemnified against, and
absolved of, liability to the Company and its
stockholders to the maximum extent permitted
under the laws of the State of Nevada.
5. The following language shall be added to the Agreement as
Section 6.22:
"Authorized Common Stock. For so long as
Purchaser and its affiliates, in the
aggregate, beneficially own two-thirds of the
Preferred Shares (including the Common Stock
into which such Preferred Shares are
convertible), the number of shares of
authorized Common Stock of the Company may not
be increased or decreased by the Company
without the approval of Purchaser."
6. The following language shall be added to the Agreement as
Section 6.23:
"Additional Series of Preferred Stock.
Notwithstanding anything in the Articles to
the contrary, for as long as Purchaser and its
affiliates, in the aggregate, beneficially own
two-thirds of the Preferred Shares (including
the Common Stock into which such Preferred
Shares are convertible), the Company shall not
issue any series of preferred stock in
addition to the Series A Convertible Preferred
Stock without the approval of Purchaser."
7. Section A.1. to Exhibit B to the Agreement, which is
entitled Series A Convertible Preferred Stock Terms, (referred to
in this Amendment as "Terms") is hereby deleted in its entirety and
replaced with the following language: "1. Number of Shares. The
series of Preferred Stock designated and known as "Series A
Convertible Preferred Stock" shall consist of 1,000,000 shares."
8. Section 5.b. of the Terms is hereby amended to replace
the term "Certificate of Incorporation" with the Term "Articles of
Incorporation."
9. The table in Section 6.a. of the Terms is hereby deleted
in its entirety and replaced with the following table:
Maximum
Conversion Period Number of Shares Conversion
Price
October 1, 1997 - 500,000 $0.46875
October 31, 1997
November 1, 1997 - 500,000* $0.56875
December 31, 1997
January 1, 1998 - 250,000 $0.46875
January 31, 1998 500,000* $0.56875
February 1, 1998 - 750,000* $0.56875
March 31, 1998
April 1, 1998 - 250,000 $0.46875
April 30, 1998 750,000* $0.56875
May 1, 1998 -
April 30, 1999 1,000,000* $0.56875
May 1, 1999, and thereafter 1,000,000* the
greater of
(i) the
Dividend
Conversion
Rate at
the time
of such
conversion, and (ii)
$0.46875
* To the extent not previously converted.
10. Except as expressly set forth in this First Amendment,
the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this
First Amendment effective as of the day and year first above
written.
GOOD TIMES RESTAURANTS INC.
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: President
THE XXXXXX COMPANY,
a Colorado limited partnership
By: The Erie County Investment Co.,
as to General Partner
By: /s/ Xxxxx X. Xxxxxx, President
